Form 6-K

6-K 1 d737291d6k.htm FORM 6-K Form 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

June 10, 2014

Commission File Number: 001-36153

CRITEO S.A.

(Translation of registrant’s name into English)

32, rue Blanche

75009 Paris – France

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: x Form 20-F ¨ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

EXPLANATORY NOTE

On or about May 28, 2014, Criteo S.A. (the “Company”) mailed materials to holders of ordinary shares and holders of record at the close of business on May 26, 2014 of American Depositary Shares, each representing one ordinary share, of the Company in connection with an ordinary and extraordinary annual shareholders general meeting to be held at the Company’s headquarters in Paris, France on June 18, 2014. Copies of materials relating to the Company’s ordinary general meeting and extraordinary meeting of shareholders are also available on the Company’s website at http://ir.criteo.com or by contacting the Company’s investor relations department by telephone at +33 1 40 40 22 90 or by e-mail at ir@criteo.com.

The Company’s Board of Directors has convened an ordinary and extraordinary shareholders general meeting, in accordance with the provisions of French law and of the Company’s By-laws, for the purpose of requesting a vote on the following agenda items, as further detailed below and in the attached “Convening Notice to the Ordinary and Extraordinary Annual Shareholders General Meeting”:

Ordinary Matters

Approval of the annual accounts of the fiscal year ended December 31, 2013

Approval of the consolidated accounts of the fiscal year ended December 31, 2013

Discharge to the members of the Board of Directors and to the statutory auditors for the performance of their duties during the financial year 2013

Allocation of net results for the fiscal year ended December 31, 2013

Review of the agreements referred to in articles L.225-38 and seq. of the French Commercial Code

Determination of the amount of the directors’ attendance fees

Renewal of Mr. Dominique Vidal’s office as director

Approval of the 2013 and 2014 OSA (options to subscribe to new shares) and OAA (options to purchase existing shares) plans and of the 2013 and 2014 free share plans adopted by the Board of Directors

Extraordinary Matters

Delegation of authority to be granted to the Board of Directors in order to increase the Company’s share capital by way of issuing of ordinary shares or of any security giving access to the share capital with removal of the shareholders’ preferential subscription right to the benefit of a determined category of persons who meet certain criteria

10.

11.

12.

Delegation of authority to be granted to the Board of Directors in order to increase the Company’s share capital by way of issuing of ordinary shares or of any security giving access to the share capital with removal of the shareholders’ preferential subscription right in the framework of an offering made to the benefit of qualified investors or to a restricted circle of investors mentioned at the II of article L. 411-2 of the French monetary and financial code

13.

Delegation of authority to be granted to the Board of Directors in order to increase the number of securities to be issued as a result of a share capital increase with or without preferential subscription right pursuant to the said resolutions

14.

Determination of the overall limits on the amounts of the issues completed pursuant to the above mentioned delegations

15.

Delegation of authority to be granted to the Board of Directors in order to increase the Company’s share capital by way of incorporation of premiums, reserves, benefits or others

16.

Authorization to be given to the Board of Directors to grant OSA (options to subscribe ordinary shares) or OAA (options to purchase ordinary shares) of the Company

17.

Authorization to be given to the Board of Directors to grant free shares, existing or to be issued, pursuant to the provisions of articles L.225-197-1 and seq. of the French Commercial Code

18.

Delegation of authority to authorize to the Board of Directors in order to issue and to allocate warrants (for BSA or bons de souscription d’actions) in favor of a range of persons satisfying determined characteristics

19.

Determination of the overall limits on the amounts of the issues completed pursuant to the sixteenth to the eighteenth resolutions above

20.

Delegation of authority to be granted to the Board of Directors in order to increase the share capital by way of issuing of shares and securities giving access to the Company’s share capital to the benefit of employees who participate in a Company’s saving plan

The Company’s Board of Directors recommends that you vote “FOR” proposals 1-19 and “AGAINST” proposal 20. Explanations of these recommendations are included below.

Whether or not you plan to attend the ordinary and extraordinary annual shareholders general meeting in person, we urge you to vote your shares by signing, dating and returning the proxy card at your earliest convenience, but in any case no later than June 10, 2014. Please see the proxy card for specific instructions on how to vote. If you sign and return the proxy card, your shares will be voted:

•

in favor of the resolutions corresponding to proposals 1-19, whether or not you specifically indicate a “FOR” vote, unless you abstain or vote against a specific resolution; and

•

against the resolution corresponding to proposal 20, whether or not you specifically indicate an “AGAINST” vote, unless you abstain or vote for such resolutions.

Proxies are revocable, and any shareholder may withdraw his or her proxy by providing the Company with written notice or signing and returning a proxy card with a later date, in each case prior to the deadline set forth on the proxy card, or by attending the meeting and voting in person (although attendance at the meeting will not, in and of itself, constitute revocation of a proxy).

French law classifies resolutions as either ordinary or extraordinary, depending on the subject and whether the resolution involves amendment of the Company’s By-laws under French law; only the extraordinary shareholders meeting is authorized to adopt or amend the Company’s By-laws. For resolutions submitted to an ordinary meeting, the quorum required for a valid meeting is 20% of outstanding shares (voting rights) and resolutions pass by a simple majority of shares present or represented. For resolutions submitted to an extraordinary meeting, the quorum required for a valid meeting is 25% of outstanding shares (voting rights) and resolutions pass by a two-thirds majority of shares present or represented.

The resolutions corresponding to the agenda items listed above are set forth in the attached “Convening Notice to the Annual Shareholders General Meeting.” The following is a summary of those resolutions.

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Ordinary Matters

Proposal 1:

Approval of the annual accounts of the fiscal year ended December 31, 2013

The Board of Directors proposes that the shareholders approve the annual accounts for the fiscal year ended December 31, 2013 which resulted in a net income of EUR 8,762,570, as well as the transactions indicated in such accounts and summarized in such reports. The annual accounts do not show neither over-amortizations and other amortizations, nor sumptuary expenses not deductible as referred to in article 39-4 of the French General Tax Code.